Mass exodus from BOD - what to do first at next meeting

[krst234]

Trying to help our little local charitable organization get back on track after some upheaval.

Since August meeting:

President submitted letter of resignation (unsure if resigned from office or board membership entirely)

Vice-president was removed from office in August. This member is still on the board.

Secretary submitted resignation letter (same issue as president - unsure if resignation from office only, or from board as well).

The BOD has 8 positions - I believe there was one vacant position. As of last month.

Currently - from what I can tell - there are 5 members - but no one holding offices of president, vice president and secretary.

Or no one will be holding offices of president and secretary once the board accepts their resignations.

With the office of the vice president vacant, and the resignation of the president, who calls the meeting to order?

Then first item - vote on a pro-tem chair?

Elect minutes secretary for this meeting?

Then accept the resignations of the two individuals who sent letters of resignation?

Then - fill the offices with the remaining board members? Technically, these offices are not yet vacant until the meeting, correct?

Will dust off my copy of RONR, too. Thank you, in advance, for your help.

[Tim Wynn]

Trying to help our little local charitable organization get back on track after some upheaval.

Since August meeting:

President submitted letter of resignation (unsure if resigned from office or board membership entirely)

Vice-president was removed from office in August. This member is still on the board.

Secretary submitted resignation letter (same issue as president - unsure if resignation from office only, or from board as well).

The BOD has 8 positions - I believe there was one vacant position. As of last month.

Currently - from what I can tell - there are 5 members - but no one holding offices of president, vice president and secretary.

Or no one will be holding offices of president and secretary once the board accepts their resignations.

With the office of the vice president vacant, and the resignation of the president, who calls the meeting to order?

Then first item - vote on a pro-tem chair?

Elect minutes secretary for this meeting?

Then accept the resignations of the two individuals who sent letters of resignation?

Then - fill the offices with the remaining board members? Technically, these offices are not yet vacant until the meeting, correct?

Will dust off my copy of RONR, too. Thank you, in advance, for your help.

See RONR (10th ed.), p. 279, l. 21-30. Notice is required to fill a vacancy in office, unless your rules say otherwise; check the bylaws.

With the P, VP, and S absent, any member can call the meeting to order.

Elect pro tem president and secretary, as needed, right after the meeting is called to order.

[Chris Harrison]

Any member would call the meeting to order and preside over the election of a Chair pro tem. Then a Secretary pro tem would be elected. Then the resignations for President and Secretary would be voted on. Then unless your bylaws say otherwise the vacancies can't be filled until the next meeting because previous notice is required (RONR p. 557). If previous notice was given at the previous meeting that the VP would be elected at this meeting then you can elect one. Then since there is a vacancy in the office of President the VP automatically would become President (RONR p. 557). So then the vacancies to be filled at the next meeting would be for VP and Secretary.

[krst234]

If previous notice was given at the previous meeting that the VP would be elected at this meeting then you can elect one. Then since there is a vacancy in the office of President the VP automatically would become President (RONR p. 557). So then the vacancies to be filled at the next meeting would be for VP and Secretary.

Oh, yes, good point. The vacant VP office.

Which brings me to my next question regarding the method the VP was removed from office. (May I change subjects within this thread without getting in trouble?)

Bylaws state that "Any officer may be removed with or without cause by at anytime with a two-thirds majority vote of the directors."

But it appears that the vote passed with a only majority vote. (Bylaws apparently were not consulted in this matter).

At the motion to approve the minutes from August meeting, would a point of order be appropriate to address this? Or a correction to the minutes?

[Tim Wynn]

Oh, yes, good point. The vacant VP office.

Which brings me to my next question regarding the method the VP was removed from office. (May I change subjects within this thread without getting in trouble?)

Bylaws state that "Any officer may be removed with or without cause by at anytime with a two-thirds majority vote of the directors."

But it appears that the vote passed with a only majority vote. (Bylaws apparently were not consulted in this matter).

At the motion to approve the minutes from August meeting, would a point of order be appropriate to address this? Or a correction to the minutes?

The minutes should accurately reflect what was done. You can't change history by amending the minutes.

The vote to remove the VP stands, barring unknown rules of your organization that would dictate otherwise.

[krst234]

Clarification: The minutes state that the VP was removed by a majority vote 4/7, but the bylaws require a 2/3 majority - because no one objected at the meeting, it's a done deal.

[J. J.]

Clarification: The minutes state that the VP was removed by a majority vote 4/7, but the bylaws require a 2/3 majority - because no one objected at the meeting, it's a done deal.

Yes, it's a done deal, unless there is something else in the bylaws.

[Tim Wynn]

Yes, it's a done deal, unless there is something else in the bylaws.

I sure there's SOMETHING else in the bylaws.

[krst234]

Thank you - this will help with navigating through this next meeting. Much appreciated.

[krst234]

It turns out I still have a question.

The vacant VP position will be filled at the next meeting. The resignation of the president will also be accepted at the next meeting.

(I know, I should assume nothing - let's just say this happens)

Per bylaws and RONR, the VP fills the vacant president position.

This is not really subject to a vote - (or is it?) how would one document this in the minutes?

"The vacated office of the president will be filled by the VP per provision bylaws."

The absent members of the board may question this - trying to improve the communication -would like to document with clarity why the office of the VP will up for election for two successive meetings.

Thank you.

[Chris Harrison]

This is not really subject to a vote - (or is it?) how would one document this in the minutes?

"The vacated office of the president will be filled by the VP per provision bylaws."

No vote is required as the VP becoming President is automatic. As for the minutes I would say that since there was a vacancy in the office of the President that the VP when elected would automatically become President.

The absent members of the board may question this - trying to improve the communication -would like to document with clarity why the office of the VP will up for election for two successive meetings.

Just point them to RONR p. 557:

If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular.

However, if that would confuse the members too much I don't see why you all couldn't postpone the election of the VP until the next meeting and just operate with a Chair pro tem for that meeting. Then at the next meeting you would fill the vacancies for President and Secretary (which were created when the resignations were accepted at the prior meeting) and fill the vacancy in the office of VP (which had been postponed the previous meeting). But before you take that option make sure that the bylaws don't impose extra-meeting duties on the President that would make it impractical to go that length of time without a President.

[David A Foulkes]

However, if that would confuse the members too much I don't see why you all couldn't postpone the election of the VP until the next meeting and just operate with a Chair pro tem for that meeting. Then at the next meeting you would fill the vacancies for President and Secretary (which were created when the resignations were accepted at the prior meeting) and fill the vacancy in the office of VP (which had been postponed the previous meeting). But before you take that option make sure that the bylaws don't impose extra-meeting duties on the President that would make it impractical to go that length of time without a President.

By postponing the election of the VP to the next meeting, does that in some way create it as a higher priority than the election of the President and Secretary? That is, does election of the VP become a Special Order, while election of the President and Secretary are only General Orders? Just askin'....

[Tim Wynn]

By postponing the election of the VP to the next meeting, does that in some way create it as a higher priority than the election of the President and Secretary? That is, does election of the VP become a Special Order, while election of the President and Secretary are only General Orders? Just askin'....

Yes*.

No.

*However, the filling of the vacancies should be arranged in a logical order.

[David A Foulkes]

Yes*.

No.

*However, the filling of the vacancies should be arranged in a logical order.

So it should really be President, VP and then Secretary, based on the order the offices are listed in the bylaws perhaps?

[Tim Wynn]

So it should really be President, VP and then Secretary, based on the order the offices are listed in the bylaws perhaps?

The key point is that if there's no P when the VP spot is filled, the assembly will be essentially electing a P. It's better to do it directly, if possible.

[krst234]

The key point is that if there's no P when the VP spot is filled, the assembly will be essentially electing a P. It's better to do it directly, if possible.

Agreed - voting on a VP who will automatically become a P may lend itself to confusion. Holding elections for the whole lot may make the members more at ease with this transition to new office holders. Postpone the VP election - a fine option. Thank you.